Black Label CRM-Agreement
THIS PRIVATE/BLACK LABEL AGREEMENT ("Agreement"), effective as of , ("Effective Date"), is hereby made by and between Davis Thorpe & Associates INC (A Tennessee Corp), dba Black Label CRM (“Black Label CRM”) and: Business Name.
Subject to the terms and conditions of this Agreement agrees to provide to Private Label the non-exclusive right to a private label version of BLACK LABEL CRM’s Business Success System ("Product") in the Private Label’s designated look and feel, subject to the rights and licenses granted to Private Label in this Agreement. BLACK LABEL CRM shall retain ownership in and to all Product intellectual property that was developed or acquired by BLACK LABEL CRM, nothing in this Agreement shall grant to Private Label any of those rights.
Product will be made available to Private Label at no additional charge and/or implemented to the system by
BLACK LABEL CRM is part of the regular business practice of BLACK LABEL CRM. BLACK LABEL CRM reserves the right to charge Private Label a price, to be prior mutually agreed upon, for additions to the Product which could be sold separately as an up-sell by the Private Label to the Private Label’s End Users and where the upgrade is specific to the Private Label and not to all License Holders.
The Product enables Third Party products and services to be presented to End Users in conjunction with their usage of the Product. BLACK LABEL CRM reserves the exclusive right to add, delete, or modify Third Party services at any time during the term of this Agreement.
BLACK LABEL CRM will enter into Third-Party service and product agreements that may result in revenue to BLACK LABEL CRM for which Private Label will have no rights in or claims to.
3.2 MARKETING CONTENT. All marketing content provided during the term of this Agreement is provided “as is” and shall be used exclusively in conjunction with this Agreement.
3.3 PRIVATE LABEL RIGHT. BLACK LABEL CRM hereby grants Private Label a nonexclusive right and license in the United States to promote, market, and distribute the Product as a stand-alone product or to be incorporated into or in connection with Private Label's products.
3.4 PRIVATE LABEL RESPONSIBILITY. Private Label agrees to contractually obligate any party for whom it requests that BLACK LABEL CRM provide a sub-domain website, to at least the same restrictions as imposed upon the ate label and agreed to herein.
BLACK LABEL CRM warrants and represents to Private Label that (i) Private Label’s license in the Product will be free and clear of all liens and encumbrances, (ii) all services provided hereunder including, without limitation, the Product, are either owned or properly licensed by BLACK LABEL CRM or are in the public domain and the use thereof by Private Label will not infringe any proprietary rights of any third party, (iii) BLACK LABEL CRM has the full power to enter into this Agreement, to carry out its obligations under this Agreement and to grant the rights and licenses to Private Label in this Agreement and (iv) BLACK LABEL
CRM's compliance with the terms and conditions of this Agreement will not violate any Federal, state or local laws, regulations or ordinances, or any third-party agreements.
NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, INCLUDING ANY OR ALL THIRD-PARTY PRODUCTS AND SERVICES PRESENTED OR OFFERED TO END-USERS OF THE PRODUCT.
Private Label agrees to indemnify, defend and hold harmless BLACK LABEL CRM and its officers, directors, employees,
shareholders, customers, agents, successors and assigns from and against any and all loss, damage, settlement, r expense (including legal expenses), as incurred, resulting from or arising out of any acts or omission of Private Label in the distribution or use of the Product. BLACK LABEL CRM agrees to indemnify and hold harmless the Private Label and its officers, directors, employees, shareholders, customers, agents, successors and assigns from and against any and all loss, damage, settlement, r expense (including legal expenses), as incurred, resulting from or arising out of any acts or omission of the live Concierge support.
This Agreement shall be binding on the parties hereto and their successors and assigns. Private Label party may assign its rights and/or obligations hereunder with the prior written consent of BLACK LABEL CRM which shall not be unreasonably withheld. BLACK LABEL CRM may assign its rights and/or obligation hereunder without consent and with thirty (30) days’ notice.
During the term of the Agreement End User data as entered into the Product by virtue of Private Label’s use of the Product shall not be used by BLACK LABEL CRM to offer services outside those products or services that enhance the End User’s use of the Product. Further, to the extent a product or service available in the Product is deemed by Private Label to be competitive with Private Label or otherwise unwanted by Private Label for Private Label’s End Users, BLACK LABEL CRM may remove such Product or Service offering from the Product. Removal of certain products and services may cause pricing adjustments to the Product.
Except as expressly authorized herein, Private Label will not use, modify, create derivative works of, make, have made, display, perform, reproduce, distribute, sell, sublicense or otherwise exploit Product in any way for any purpose except as expressly permitted under this Agreement. Upon termination of the agree private Label will cease to use all licensed materials and content.
During the term of this Agreement and for one (1) year thereafter, each party will refrain from (i) soliciting the other party's clients, employees, r consultants for employment or other service or (ii) encouraging the other party's clients, employees or consultants to leave the other party for any reason.
BLACK LABEL CRM warrants that in performance of work under this Agreement it has complied with or will comply with all applicable federal, state, local laws and ordinances now or hereafter enacted. Private Label warrants that in performance of sales of the Product under this Agreement it will comply with all applicable federal, state, local laws and ordinances now or hereafter enacted.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by persons duly authorized as of the date and year first above written.
Company Legal Name: BLACK LABEL CRM
Phone: Office 800-836-1492
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Signed by Jeremiah Davis
Signed On: August 30, 2022
If you have questions about the contents of this document, you can email the document owner.
Document Name: Black Label CRM-Agreement
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